Common use of Triggering Events Clause in Contracts

Triggering Events. If, at any time while this Warrant is outstanding, the Company shall do any of the following (each, a “Triggering Event”): (A) consolidate or merge with or into any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, or (B) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any capital stock of the Company shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (C) transfer all or substantially all of its properties or assets to any other Person, or (D) effect a capital reorganization or reclassification of its capital stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Exercise Price and the number of shares of Warrant Shares that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent the Warrants are not exercised prior to such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Warrant Shares issuable upon such exercise of the Warrants prior to such Triggering Event, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 3. Upon the occurrence of a Triggering Event, the Company shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the amount of issuable Securities, cash or property issuable upon exercise of the new warrant and the adjusted Exercise Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted amount of Securities, cash or property and the adjusted Exercise Price pursuant to the terms and provisions of this Section 3(a).

Triggering Events. If(a) Notwithstanding anything to the contrary in this Agreement, at in the case of any time while this Warrant Shareholder that has acquired his, her or its Common Shares pursuant to any Equity Incentive Plan, then if such Shareholder who is outstandingan individual, or if the Principal of such Shareholder, who is an employee or consultant of the Company shall do any of the following (eachor a subsidiary, experiences a “Triggering Event”): (A) consolidate or merge with or into any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, or (B) permit any other Person to consolidate with or merge into the Company and then the Company shall be entitled, subject to the continuing remainder of this Section 2.4(a), to purchase within a period of one year from such Triggering Event, and such Shareholder (or surviving Person butthe Shareholder controlled by such terminated Principal) and his, in connection with such consolidation her or mergerits Prospective Transferees (for purposes of this Section 2.4, the "Defaulting Shareholder") shall sell, all or any capital stock part thereof, of the Company shall be changed into or exchanged for Securities of any other Person or cash or any other property, or Common Shares beneficially owned by such Defaulting Shareholder that were issued pursuant to an Equity Incentive Plan: (CX) transfer all or substantially all of its properties or assets to any other Person, or (D) effect a capital reorganization or reclassification of its capital stock, then, and in the case of each such (b) in the definition of "Triggering Event", proper provision shall be made to at the Exercise Price and the number of shares of Warrant Shares that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and price determined in accordance with Section 2.4(c) or (Y) in the manner provided case of (a) in this Warrant the Holder definition of this Warrant shall be entitled upon "Triggering Event", for the exercise hereof at any time after the consummation original issue price of such Triggering Event, to the extent the Warrants are not exercised prior to such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Warrant Shares issuable upon such exercise of the Warrants prior to such Triggering Event, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto subject to adjustments Common Shares. (subsequent to such corporate actionb) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 3. Upon the occurrence of a Triggering EventEvent with respect to a Defaulting Shareholder or a Founder: (a) such Defaulting Shareholder or such Founder shall lose all rights that have been personally granted to such Defaulting Shareholder or Founder under this Agreement (and not all Shareholders or holders of a specific class of Common Shares), the Voting Agreement and the Shareholder Rights Agreement if any; and (b) such Defaulting Shareholder or such Founder hereby irrevocably appoints the Company shall notify or in the Holder in writing case of a Defaulting Shareholder that is a Founder, any other Founder that is not a Defaulting Shareholder, as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote and exercise all voting, consent and similar rights of such Triggering Event and provide Defaulting Shareholder or such Founder (including any rights to approve any amendments to this Agreement, the calculations Voting Agreement or the Shareholder Rights Agreement), in determining a manner consistent with all resolutions passed, consents given or recommendations made by the amount of issuable SecuritiesBoard, cash and/or sign any shareholder resolutions or property issuable upon exercise amendments to shareholder agreements (including this Agreement), with respect to all of the new warrant Common Shares that now are or hereafter registered in the name of, and/or beneficially owned by, such Defaulting Shareholder or such Founder, as the case may be. The proxies and powers granted by each such Defaulting Shareholder or such Founder, as the case may be, pursuant to this Section 2.4(b) are coupled with an interest and are given to secure the performance of each Defaulting Shareholder's or such Founder's obligations and duties under this Agreement. Such proxy and power of attorney shall be irrevocable for so long as such Defaulting Shareholder or such Founder holds any Common Shares and shall survive the death, incompetency, disability, bankruptcy or dissolution of such Defaulting Shareholder or such Founder and the adjusted Exercise Price. Upon subsequent holders of his, her or its Common Shares (except, for greater clarity, with respect to those Common Shares transferred pursuant to Section 2.4(a)). (c) The purchase price payable for any Common Shares to be transferred at a price determined pursuant to Section 2.4(a) (X) shall be equal to the Holder’s request, the continuing or surviving corporation as a result fair market value of such Triggering Event shall issue Common Shares, determined as at the date of the event which gives rise to the Holder a new warrant right of like tenor evidencing purchase or sale, in good faith by the right to purchase the adjusted amount of Securities, cash or property and the adjusted Exercise Price pursuant to the terms and provisions of this Section 3(a)Board.

Triggering Events. If(i) In the event that a Qualified IPO has not been completed on or prior to December 31, 2019, each holder of Series B Preferred Shares may at its sole discretion (x) require the Company to redeem any or all of the then issued and outstanding Series B Preferred Shares held by such holder subject to and in accordance with this Section 7.3, and/or (y) so long as such holder continues to hold any Series B Preferred Shares redeemable pursuant subsection (x) above, reset the time while limit and conditions of the Qualified IPO which will trigger its redemption right in respect of such remaining Series B Preferred Shares (the “Series B Revised QIPO”), and if and only if the consummation of the Series B Revised IPO fails to occur, require the Company to redeem any or all of such Series B Preferred Shares subject to and in accordance with this Warrant is outstandingSection 7.3. (ii) In the event that (w) the Founder voluntarily terminates the employment relationship with the Group Companies or substantially changes his duty or position in the management of the Group Companies without the approval of the Board (for the avoidance of doubt, in this circumstance, the Company Founder shall do any refrain from voting, no matter for his own account or on behalf of the following (each, a “Triggering Event”): (A) consolidate or merge with or into any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, or (B) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any capital stock of the Company shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (C) transfer all or substantially all of its properties or assets to any other Person, in capacity as a director of the Board), (x) any Group Company has committed any material violation of Law or (D) effect a capital reorganization or reclassification of its capital stock, thenhas otherwise incurred any material non-compliance penalty, and in the case of each such Triggering Eventcase, proper provision shall be made constituting a Material Adverse Effect to the Exercise Price Company Group, (y) the Founder has committed any material violation of criminal Law which has resulted in a Material Adverse Effect to the Group, or (z) the Founder has consummated any direct or indirect investment of more than 1% of the total issued and outstanding equity interest of any Person (other than the number Group Companies and those Persons whose issued and outstanding shares are held by the Founder on or prior to the Series A-1 Issue Date without the consent of shares at least two-thirds of Warrant the Preferred Directors after the Series A-1 Issue Date, each holder of Series B Preferred Shares that may be purchased upon exercise require the Company to redeem any or all of this Warrant so that, upon the basis then issued and the terms outstanding Series B Preferred Shares held by such holder subject to and in the manner provided in this Warrant the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent the Warrants are not exercised prior to such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Warrant Shares issuable upon such exercise of the Warrants prior to such Triggering Event, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in accordance with this Section 3. Upon the occurrence of a Triggering Event, the Company shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the amount of issuable Securities, cash or property issuable upon exercise of the new warrant and the adjusted Exercise Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted amount of Securities, cash or property and the adjusted Exercise Price pursuant to the terms and provisions of this Section 3(a)7.3.

Triggering Events. If(a) Notwithstanding anything to the contrary in this Agreement, at in the case of any time while this Warrant Shareholder that has acquired his, her or its Common Shares pursuant to any Equity Incentive Plan, then if such Shareholder who is outstandingan individual, or if the Principal of such Shareholder, who is an employee or consultant of the Company or a subsidiary, experiences a Triggering Event, then the Company shall do be entitled, subject to the remainder of this Section 2.4(a), to purchase within a period of one year from such Triggering Event, and such Shareholder (or the Shareholder controlled by such terminated Principal) and his, her or its Prospective Transferees (for purposes of this Section 2.4, the “Defaulting Shareholder”) shall sell, all or any part thereof, of the following Common Shares beneficially owned by such Defaulting Shareholder that were issued pursuant to an Equity Incentive Plan: (each, a X) in the case of (b) in the definition of “Triggering Event”): (A, at the price determined in accordance with Section 2.4(c) consolidate or merge with or into any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, or (BY) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any capital stock of the Company shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (C) transfer all or substantially all of its properties or assets to any other Person, or (D) effect a capital reorganization or reclassification of its capital stock, then, and in the case of each such (a) in the definition of “Triggering Event”, proper provision shall be made to for the Exercise Price and the number of shares of Warrant Shares that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation original issue price of such Triggering Event, to the extent the Warrants are not exercised prior to such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Warrant Shares issuable upon such exercise of the Warrants prior to such Triggering Event, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto subject to adjustments Common Shares. (subsequent to such corporate actionb) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 3. Upon the occurrence of a Triggering EventEvent with respect to a Defaulting Shareholder or a Founder: (a) such Defaulting Shareholder or such Founder shall lose all rights that have been personally granted to such Defaulting Shareholder or Founder under this Agreement (and not all Shareholders or holders of a specific class of Common Shares), the Voting Agreement and the Shareholder Rights Agreement if any; and (b) such Defaulting Shareholder or such Founder hereby irrevocably appoints the Company shall notify or in the Holder in writing case of a Defaulting Shareholder that is a Founder, any other Founder that is not a Defaulting Shareholder, as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote and exercise all voting, consent and similar rights of such Triggering Event and provide Defaulting Shareholder or such Founder (including any rights to approve any amendments to this Agreement, the calculations Voting Agreement or the Shareholder Rights Agreement), in determining a manner consistent with all resolutions passed, consents given or recommendations made by the amount of issuable SecuritiesBoard, cash and/or sign any shareholder resolutions or property issuable upon exercise amendments to shareholder agreements (including this Agreement), with respect to all of the new warrant Common Shares that now are or hereafter registered in the name of, and/or beneficially owned by, such Defaulting Shareholder or such Founder, as the case may be. The proxies and powers granted by each such Defaulting Shareholder or such Founder, as the case may be, pursuant to this Section 2.4(b) are coupled with an interest and are given to secure the performance of each Defaulting Shareholder’s or such Founder’s obligations and duties under this Agreement. Such proxy and power of attorney shall be irrevocable for so long as such Defaulting Shareholder or such Founder holds any Common Shares and shall survive the death, incompetency, disability, bankruptcy or dissolution of such Defaulting Shareholder or such Founder and the adjusted Exercise Price. Upon subsequent holders of his, her or its Common Shares (except, for greater clarity, with respect to those Common Shares transferred pursuant to Section 2.4(a)). (c) The purchase price payable for any Common Shares to be transferred at a price determined pursuant to Section 2.4(a) (X) shall be equal to the Holder’s request, the continuing or surviving corporation as a result fair market value of such Triggering Event shall issue Common Shares, determined as at the date of the event which gives rise to the Holder a new warrant right of like tenor evidencing purchase or sale, in good faith by the right to purchase the adjusted amount of Securities, cash or property and the adjusted Exercise Price pursuant to the terms and provisions of this Section 3(a)Board.

Triggering Events. If, at any time while this Warrant is outstanding, the Company shall do any of the The following events (each, each a “Triggering Event”): (A) consolidate shall give rise to the rights set forth in Section 8.5: 8.4.1 failure by a Principal Shareholder to perform any one or merge with or into more material covenants contained in this Agreement in any other Person and material respect, and, if such failure is capable of being remedied, such breach has not been remedied within 60 Days from a written notice of breach provided by the Company non-breaching Principal Shareholder; provided that, if such remedy requires the action of a third party, no Triggering Event shall not be deemed to have occurred for 90 Days after the continuing or surviving corporation breaching Principal Shareholder becomes aware of such consolidation breach so long as the breaching Principal Shareholder is diligently pursuing such remedy; 8.4.2 any bankruptcy, suspension of payments, assignment to creditors or merger, any similar event or (B) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any capital stock action of the Company shall be changed into or exchanged for Securities of any other Person or cash or any other propertyCompany; provided that, or (C) transfer all or substantially all of its properties or assets to any other Person, or (D) effect a capital reorganization or reclassification of its capital stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Exercise Price and the number of shares of Warrant Shares that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent the Warrants are not exercised prior to such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Warrant Shares issuable upon such exercise of the Warrants prior to such Triggering Event, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 3. Upon the occurrence of a Triggering Event, proceeding instituted against the Company shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the amount of issuable Securitiesseeking to adjudicate it as bankrupt or insolvent or seeking an order for relief or other creditor remedy, cash or property issuable upon exercise of the new warrant and the adjusted Exercise Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such no Triggering Event shall issue be deemed to have occurred in respect thereof unless: (a) such proceeding remains undismissed or unstayed for 90 Days; or (b) one or more of any of the Holder actions sought by the proceeding has occurred; or 8.4.3 any bankruptcy, insolvency, suspension of payments, assignment to creditors or any similar event or action of a new warrant Principal Shareholder or a member of like tenor evidencing the right Principal Shareholder; provided that, in the case of a proceeding instituted against the Principal Shareholder or a member of the Principal Shareholder seeking to purchase adjudicate it as bankrupt or insolvent or seeking an order for relief or other creditor remedy, no Triggering Event shall be deemed to have occurred in respect thereof unless: (a) such proceeding remains undismissed or unstayed for 90 Days; or (b) one or more of any of the adjusted amount of Securities, cash or property and actions sought by the adjusted Exercise Price pursuant to the terms and provisions of this Section 3(a)proceeding has occurred.

Triggering Events. If(a) Notwithstanding anything to the contrary in this Agreement, at in the case of any time while this Warrant Shareholder that has acquired his, her or its Common Shares pursuant to any Equity Incentive Plan, then if such Shareholder who is outstandingan individual, or if the Principal of such Shareholder, who is an employee or consultant of the Company shall do any of the following (eachor a subsidiary, experiences a “Triggering Event”): (A) consolidate or merge with or into any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, or (B) permit any other Person to consolidate with or merge into the Company and then the Company shall be entitled, subject to the continuing remainder of this Section 2.4(a), to purchase within a period of one year from such Triggering Event, and such Shareholder (or surviving Person butthe Shareholder controlled by such terminated Principal) and his, in connection with such consolidation her or mergerits Prospective Transferees (for purposes of this Section 2.4, the "Defaulting Shareholder") shall sell, all or any capital stock part thereof, of the Company shall be changed into or exchanged for Securities of any other Person or cash or any other property, or Common Shares beneficially owned by such Defaulting Shareholder that were issued pursuant to an Equity Incentive Plan: (CX) transfer all or substantially all of its properties or assets to any other Person, or (D) effect a capital reorganization or reclassification of its capital stock, then, and in the case of each such (b) in the definition of "Triggering Event", proper provision shall be made to at the Exercise Price and the number of shares of Warrant Shares that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and price determined in accordance with Section 2.4(c) or (Y) in the manner provided case of (a) in this Warrant the Holder definition of this Warrant shall be entitled upon "Triggering Event", for the exercise hereof at any time after the consummation original issue price of such Triggering Event, to the extent the Warrants are not exercised prior to such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Warrant Shares issuable upon such exercise of the Warrants prior to such Triggering Event, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto subject to adjustments Common Shares. (subsequent to such corporate actionb) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 3. Upon the occurrence of a Triggering EventEvent with respect to a Defaulting Shareholder or a Founder: (a) such Defaulting Shareholder or such Founder shall lose all rights that have been personally granted to such Defaulting Shareholder or Founder under this Agreement (and not all Shareholders or holders of a specific class of Common Shares), the Voting Agreement and the Shareholder Rights Agreement if any; and (b) such Defaulting Shareholder or such Founder hereby irrevocably appoints the Company shall notify or in the Holder in writing case of a Defaulting Shareholder that is a Founder, any other Founder that is not a Defaulting Shareholder, as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote and exercise all voting, consent and similar rights of such Triggering Event and provide Defaulting Shareholder or such Founder (including any rights to approve any amendments to this Agreement, the calculations Voting Agreement or the Shareholder Rights Agreement), in determining a manner consistent with all resolutions passed, consents given or recommendations made by the amount of issuable SecuritiesBoard, cash and/or sign any shareholder resolutions or property issuable upon exercise amendments to shareholder agreements (including this Agreement), with respect to all of the new warrant Common Shares that now are or hereafter registered in the name of, and/or beneficially owned by, such Defaulting Shareholder or such Founder, as the case may be. The proxies and powers granted by each such Defaulting Shareholder or such Founder, as the case may be, pursuant to this Section 2.4(b) are coupled with an interest and are given to secure the performance of each Defaulting Shareholder's or such Founder's obligations and duties under this Agreement. Such proxy and power of attorney shall be irrevocable for so long as such Defaulting Shareholder or such Founder holds any Common Shares and shall survive the death, incompetency, disability, bankruptcy or dissolution of such Defaulting Shareholder or such Founder and the adjusted Exercise Price. Upon the Holder’s requestsubsequent holders of his, the continuing her or surviving corporation as a result of such Triggering Event shall issue its Common Shares (except, for greater clarity, with respect to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted amount of Securities, cash or property and the adjusted Exercise Price those Common Shares transferred pursuant to the terms and provisions of this Section 3(a2.4(a)).